When OIG insiders can sell

…ve officers, and holders of substantially all of our outstanding capital stock have each agreed to enter into "lock-up" agreements with the underwriters and thereby be subject to a lock-up period, meaning that they and their permitted transferees will not be permitted to sell any shares of our Class A common stock for 180 days after the date of this prospectus, subject to certain exceptions without the prior consent of RBC Capital Markets, LLC and UBS Securities LLC. Although we have been advised that there is no present intention to do so, RBC Capital Markets, LLC and UBS Securities LLC may, in their sole discretion, release all or any portion of the shares from the restrictions in any of the lock-up agreements described above. See "Underwriting (Conflicts of Interest)." Possible sales of these shares in the market following the waiver or expiration of such agreements could exert signif……

…lass A common stock or warrant received upon such conversion would be subject to restrictions similar to those in the immediately preceding paragraph (iv) the establishment by lock-up parties of trading plans under Rule 10b5-1 under the Exchange Act, provided that such plan does not provide for the transfer of lock-up securities during the restricted period and no filing under the Exchange Act or other public announcement shall be required or made voluntarily in connection with such trading plan. 193 Table of Contents The representatives of the underwriters, in their sole discretion, may release the securities subject to any of the lock-up agreements with the underwriters described above, in whole or in part at any time.

…ined in the lock-up agreements between the underwriters and the lock-up parties do not apply, subject in certain cases to various conditions, to certain transactions, including (i) transfers of lock-up securities (A) as bona fide gifts, or for bona fide estate planning purposes (B) by will or intestacy (C) to any trust for the direct or indirect benefit of the lock-up party or its immediate family, or if the lock-up party is a trust, to a trustor, trustee or beneficiary of the trust or to the estate of a beneficiary of such trust (D) to a partnership, limited liability company or other entity of which the lock-up party and its immed…

Gregg, subject to limited exceptions set forth in our amended and restated certificate of formation, such as transfers to immediate family members, certain trusts for estate planning purposes, and entities under common control with or controlled by Mr. Gregg, and transfers that are approved in advance by our board of directors as permitted transfers, will generally result in those shares converting to shares of Class A common stock. Each share of Class B common stock is convertible at any time at the option of its holder into one share of Class A common stock.

…,097,192 shares of Class A common stock and 59,935,260 shares of Class B common stock outstanding immediately prior to this offering, and excludes an aggregate of 810,353 shares of Class A common stock issuable upon the exercise of options outstanding under our Equity Incentive Plan of Orion180 Group, Inc. (the "2024 Plan") as of September 2, 2026, with a weighted average exercise price of $2.88 an aggregate of 5,480,967 shares of Class A common stock reserved for issuance under the 2026 Incentive Plan (the "2026 Plan"), that will become effective in connection with this offering, of which 1,441,183 shares will be issuable upon vest…

Although we have been advised that there is no present intention to do so, RBC Capital Markets, LLC and UBS Securities LLC may, in their sole discretion, release all or any portion of the shares from the restrictions in any of the lock-up agreements described above. See "Underwriting (Conflicts of Interest)." Possible sales of these shares in the market following the waiver or expiration of such agreements could exert significant downward pressure on our stock price. We expect that upon the consummation of this offering, our board of dir…